exhibit102nelnetparentco






DocuSign Envelope ID: 46683508-267C-4318-8B83-D004D7A5098C                                      PARENT COMPANY AGREEMENT                    This PARENT COMPANY AGREEMENT (the "Agreement"),            dated as of                             , is made and entered into by and among the            FEDERAL DEPOSIT INSURANCE CORPORATION, a Federal banking agency existing            under the laws of the United States and having its principal office in Washington, DC (the           "FDIC"); NELNET, INC., a corporation duly organized and existing under the laws of the State           of Nebraska with headquarters at 121 South 13th Street, Suite 100, Lincoln, NE, 68508 (the           "Parent Company"); MICHAEL DUNLAP, controlling shareholder of the Parent Company (the           "Controlling Shareholder"); and NELNET BANK, a proposed Utah-cha~~tered industrial bank,            located at 13907 S. Minuteman Drive, Draper, Salt Lalce County, Utah 84020 (the "Applicant").                                               WITNESSETH:                   WHEREAS, the FDIC is authorized by sections 5, 6 and 11 of the Federal Deposit           Insurance Act (the "FDI Act"), 12 U,S.C. §§ 1815, 1816, and 1821, to act on all applications for           Federal Deposit Insurance by depository institutions and to insure the deposits of all such           institutions entitled to the benefits of Federal Deposit Insurance;                   WHEREAS, the Applicant is a proposed Utah-chartered industrial bank being foamed as           a wholly-owned subsidiary of the Parent Company that has submitted to the FDIC an application           for Federal Deposit Insurance (the "Application");                   WHEREAS, the Parent Company is a publicly traded company and desires to organize           the Applicant to originate, refinance and service private student and consumer loans, and to offer           deposit products;                   WHEREAS, the FDIC has determined that this Agreement is necessary to better address           the potential risks to the Applicant and the Deposit Insurance Fund;                   WHEREAS, the FDIC is required by section 38A(b) of the FDI Act, 12 U.S.C. § 18310-          1(b), to require the Parent Company to serve as a source of financial strength to the Applicant;                   WHEREAS, the Applicant, the Parent Company, and the Controlling Shareholder have           expressed their willingness to submit to such conditions as the FDIC inay determine are           reasonable and necessary for this purpose;                   NOW, THEREFORE, in consideration of the premises, terms, and conditions contained           herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as           follows: 





 






DocuSign Envelope ID: 46883508-2B7C-4318-8883-D004D7A5098C              1.    Effectiveness; Approval of the FDIC. Upon approval of the Application by the FDIC,                  this Agreement shall become fully effective and binding upon the parties hereto.             2.    Obligations of the Parent Company.             a)    Capital and Liquidity. Parent Company shall (or the Controlling Shareholder shall                  cause the Parent Company to) maintain the Applicant's capital and liquidity at such                  levels as the FDIC deems appropriate, as reflected in the terms of a Capital and Liquidity                  Maintenance Agreement (CALMA) entered into by and among the Parent Company, the                  Controlling Shareholder, the FDIC, and the Applicant; and take such other actions as the                  FDIC deems appropriate to provide the Applicant with resources for additional capital                  and liquidity.             b)    Subsidiary Listing. The Parent Company shall submit to the FDIC annually a listing of                  all of its subsidiaries and affiliates. Such listing should be submitted by March 31 of                  each year following approval of this Application for the prior year-end.             c)    Examination. The Parent Company consents to examination by the FDIC of the Parent                  Company and each of its subsidiaries to monitor compliance with this Agreement, the                  CALMA, and the provisions of the FDI Act or any other Federal law that the FDIC has                  specific jurisdiction to enforce against the Parent Company or its subsidiaries and                  affiliates.             d)    Reports. The Parent Company shall submit to the FDIC such reports as may be                  requested by the FDIC to keep the FDIC informed as to the Parent Company's financial                  condition, systems for monitoring and controlling financial, compliance, and operating                  risks, and transactions with the Applicant; and as to compliance by Parent Company and                  its subsidiaries and affiliates, including the Applicant, with applicable provisions of the                  FDI Act or other Federal laws that the FDIC has specific jurisdiction to enforce against                  the Parent Company and its subsidiaries, including, without limitation, those laws and                  regulations governing transactions and relationships between any depository institution                  and its affiliates.             e)    Records. The Parent Company shall maintain such records as the FDIC may deem                  necessary to assess the risks to the Applicant or the Deposit Insurance Fund.             ~     Board Representation. The Parent Company shall limit its representation, and the                  representation of its subsidiaries and affiliates, direct and indirect, on the Board of                  Directors of the Applicant to no snore than twenty-five (25) percent of the members of                  such Board of Directors,             g)    Control. The Parent Company shall provide written notification to the FDIC within                  thirty (30) calendar days of becoming aware of any person who newly acquires or 





 






DocuSign Envelope ID: 46663508-267C-4318-8683-D004D7A5098C                    reacquires control, directly or indirectly, by owning, controlling, or holding the power to                  vote ten (10) percent or more of any class of voting shares of the Parent Company or                  acquires the ability to vote teii (10) percent or more of the votes available to be cast in a                  shareholder vote.             h)    Non-Compliance with Agreements.  Parent Company shall notify the FDIC within ten                  (10) calendar days of any non-compliance with any of the covenants in (i) any                  agreements with its lenders or investors, including credit agreements, bond indentures, or                  similar documents; or (ii) any funding or similar agreements.             3.    Contin~encv Planning.             a)    Contingency Plan Required. No later than thirty (30) calendar days prior to the                  Applicant opening for business, the Parent Company shall submit a written Contingency                  Plan to the FDIC, seeking the FDIC's written determination of no supervisory objection                  thereto. Such Contingency Plan shall contain the information required under paragraph 3                  c) hereof.             b)    Adoption of the Contingency Plan. Within ten (10) calendar days of receipt by the                  Parent Company of the FDIC's non-objection to the Contingency Plan, the Parent                  Company shall adopt and thereafter implement and adhere to such Contingency Plan.                  Within ten (10) calendar days of adopting the Contingency Plan, the Parent Company                  shall submit to the FDIC a certified copy of a resolution by the Parent Company's Board                  of Directors approving and adopting the Contingency Plan and committing that in the                  future the Parent Company will take such actions as may be needed for the Applicant to                  successfully implement any recovery actions or disposition strategies provided in the                  Contingency Plan,             c)    Contents of Contingency Plan. The Contingency Plan shall:                   i)     Describe the overall organizational and legal structure of the Parent Company and                         of the Applicant;                   ii)    Identify scenarios in which each of the Parent Company and the Applicant would                         be likely to experience significant financial or operational stress;                   iii)   Describe the Applicant's core business lines and any of the Applicant's operations                         that may be critical in maintaining the financial strength and viability of the                         Applicant or the Parent Company ("critical operations");                   iv)    Identify specific indicators of risk or severe stress that could negatively impact the                         Parent Company's ability to serve as a source of strength for the Applicant and                         describe actions that would be taken by the Parent Company to improve the                         Patent Company's ability to serve as a source of strength for the Applicant; 





 






DocuSign Envelope ID: 46B63508-2B7C-4318-8683-D004D7A5098C                    v)    Identify specific indicators of risk or severe stress that could threaten the                        Applicant's critical operations or otherwise result in the failure or insolvency of                        the Applicant and describe actions that would be taken by the Applicant, or the                        Parent Company, to enable the Applicant to recover from such risk or severe                        stress ("recovery actions");                   vi)   Describe the strategy for ensuring the Applicant is adequately protected from                        risks that may arise from the activities of the Parent Company and any of its                        subsidiaries and affiliates at the time, and for the duration, of any recovery                        actions;                   vii)  Identify the points) at which further recovery actions are unlikely to restore the                        Applicant to financial strength and viability or otherwise remedy financial or                        operational sh~ess;                   viii) Set forth options for the orderly wind down of the Applicant through liquidation,                        sale, or merger, without the appointment of a conservator or receiver (each, a                        "disposition strategy"), through the description of the specific steps, including a                        projected timeline, for the execution of each disposition strategy; and                   ix)   Estimate the amount of capital and liquidity that would be required for the                        Applicant to successfully complete each disposition strategy, including but not                         limited to the source of funds to pay operating expenses and the source of funds to                        pay deposits, other debt, and other obligations.             d)    Material Event. The Parent Company shall submit to the FDIC for determination of no                  supervisory objection an updated Contingency Plan upon the occurrence of any event that                  materially alters:                   i)     the organizational or legal structure of the Parent Company or the Applicant;                   ii)    the core business lines or critical operations of the Applicant; or                   iii)   the financial condition of the Parent Company or the Applicant.             4. Miscellaneous Provisions.             a)    Definitions. The term "Board of Directors" includes, for a corporation, the board of                  directors, and for a limited liability company, the board of managers or the managing                  members, as appropriate. The term "subsidiary" means any company that is directly or                  indirectly controlled by another company, and "control" has the meaning given it in                  section 7(j)(8)(B) of the FDI Act, 12 U.S.C. § 1817(j)(8)(B), and includes the                  presumption of control reflected in section 303.82(b)(1) of the FDIC's Rules and                  Regulations, 12 C.F.R. § 303.82(b)(1). Other terms used in this Agreement that are not                                                                                               4 





 






DocuSign Envelope ID: 46863508-267C-4318-8683-D004D7A5098C                    otherwise defined herein have the meanings given to them in section 3 of the FDI Act, 12                  U.S.C. § 1813.             b)    Enforceability as a Written Agreement. In addition to any other remedies provided by                  law, the parties agree that this Agreement is binding and enforceable by the FDIC as a                  written agreement pursuant to sections 8 and 50 of the FDI Act, 12 U.S.C. §§ 1818 and                  1831aa, against the Applicant, the Parent Company, the Controlling Shareholdet~, and                  their successors and assigns.             c)    Conservatorship or Receivership of tl~e Applicant. In the event of the appointment of                  a conservator or receiver for the Applicant, the obligations of the Parent Company                  hereunder shall survive said appointment and be enforceable by the FDIC as conservator                  or receiver.             d)    Bankruptcy Treatment of Commitments.   The parties agree that obligations of the                  Patent Company and the Applicant contained in this Agreement include commitments to                  maintain the capital and liquidity of the Applicant and, if a bankruptcy petition is filed by                  or against the Parent Company, the obligations of the Parent Company contained in this                  Agreement shall be immediately cured by the Parent Company pursuant to 11 U.S,C. §                  365(0), and any claim for a subsequent breach of the Parent Company's obligations                  herein shall be entitled to priority under ll U.S.C. § 507(a)(9).             e)    Authority of the Parent Company and the Applicant. The'Board of Directors of each                  of the Parent Company and the Applicant have each approved a Resolution authorizing                  the Parent Company and the Applicant to enter into this Agreement. A certified copy of                  each duly adopted Resolution is attached hereto and is incorporated herein by reference.             ~     Governing Law.  This Agreement and the rights and obligations hereunder shall be                  governed by, and shall be construed in accordance with, the Federal laws of the United                  States, and in the absence of controlling Federal laws, in accordance with the laws of the                  State of Delaware.             g)    No Waiver.  No failure or delay in the exercise of any right or remedy on the part of any                  of the parties hereto shall operate as a waiver or termination thereof, nor shall any                  exercise or partial exercise of any right or remedy preclude any other or further exercise                  of such right or remedy or any other right or remedy.             h)    Severability. In the event any one or more of the provisions contained herein should be                  held invalid, illegal, or unenforceable in any respect, the validity, legality, and                  enforceability of the remaining provisions contained herein shall not in any way be                  affected or impaired thereby. The parties shall endeavor in good faith to replace the                  invalid, illegal, or unenforceable provision with a valid provision, the effect of which                  comes as close as possible to that of the invalid, illegal, or unenforceable provision. 





 






DocuSign Envelope ID: 46BB3508-2B7C-4318-8683-D004D7A5098C              i)    Modifications. This Agreement may not be modified, amended, changed, discharged,                  terminated, released, renewed, or extended in any manner except by a writing signed by                  all of the parties.             j)    Addresses for and Receipt of Notice. Any notice, correspondence, or submission                  required by this Agreement shall be provided in writing and shall be delivered by hand or                  sent by United States express mail or commercial express mail, postage prepaid, and                  addressed as follows:             If to the Parent Company:                        Nelnet, Inc.                        Attn: Timothy Tewes, President                        1248 "O" Street, Suite 900                        Lincoln, NE 68508             If to the Controlling Shareholder                        Michael S. Dunlap                        1248 "O" Street, Ste. 900                        Lincoln, NE 68508             If to the Applicant:                        Nelnet Banlc                        Attn: Timothy Tewes                         1248 "O" Street, Ste. 900                        Lincoln, NE 68508             If to the FDIC:                         Associate Director, Division of Risk Management Supervision                         Risk Management Examination Branch                         Federal Deposit Insurance Corporation                         550 17t~' Street, NW                         Washington, DC 20429             k)    No Assignment. This agreement may not be assigned or transferred, in whole or in part,                  without the prior written consent of the FDIC.             1)    Binding on Parties, Successors and Assigns. This Agreement is binding on the parties                  hereto, their successors and assigns.             m)    Joint and Several Liability. The obligations, liabilities, agreements, and commitments                  of the parties contained herein are joint and several, and the FDIC may pursue any right 





 






DocuSign Envelope ID; 46683508-267C-4318-8683-D004D7A5098C                    or remedy that it may have against one or more of the other parties without releasing or                  discharging any other party.             n)    Complete Agreement.  This Agreement is the complete and exclusive statement of the                  agreement between the parties concerning the commitments set forth in the Agreement,                  and supersedes all prior written or oral communications, representations, and agreements                  relating to the subject matter of the Agreement, except that this Agreement does not                  affect or otherwise alter the CALMA,             o)    Counterparts. This Agreement may be executed in two or more counterparts, each of                  which shall be deemed an original and all such counterparts taken together shall                  constitute one and the same Agreement.              IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day            and year indicated above.                      9ned~  b           N~       ,             B3'                 ocseceoac000aoz.~eff Noordhoel<                  Name:                  Title:    cEo              MI    ~~,9            By:~        ~a~                  39A188C794CE407...                            Mile Dunlap                  Name:                  Title:             N     ~`~'~~i`l'~K            By Qw~I,vY,a, ~t.ass                  e5szze~oeccFa22... Andrea Moss                  Name:                              rest en   o                  T1tle:             FEDERAL DEPOSIT INSURANCE CORPORATION            By:       ,                  Nye:                                                             ~'                  Title:    ~                              F ~=-                                                                                               7